Seneca Min. Co. v. Secretary of State

• Decision Date: 31 October 1890
• Citation: 47 N.W. 25
• Court: Michigan Supreme Court
• Parties: SENECA MIN. CO. v. SECRETARY OF STATE.

47 N.W. 25

SENECA MIN. CO. v. SECRETARY OF STATE.

Supreme Court of Michigan

October 31, 1890

Mandamus.

T L. Chadbourne, for relator. B. W. Huston, for respondent.

LONG J.

The relator is a mining corporation organized under the laws of Michigan. Its original articles of association bear date March 23, 1860, were filed in the office of the county clerk of Keweenaw county May 11, 1860, and in the office of the secretary of state April 10, 1860, and it was therein provided that its term of existence should be 30 years, and it has ever since been a mining corporation under the laws of Michigan. On the 19th of March, 1890, there was filed for record with the clerk of said county of Keweenaw, that being the county where the corporation carried on its business, duplicate articles of association of the Seneca Mining Company, bearing date the 24th day of January, 1890, signed by the president and secretary of the company, and acknowledged before a proper acknowledging officer. The eighth article reads as follows: "Art. 8. The term of the existence of this corporation shall be thirty years from the expiration of its former term, which former term will expire, as is believed, on the 23d day of March 1890." These articles of association were executed under the provisions of Act No. 129 of the Public Acts of the state of Michigan for the year 1889. This act is an amendment to the act passed in 1882, entitled "An act to provide for renewing the incorporation of companies organized for mining and manufacturing purposes," as amended in 1887. These acts received a construction by this court in the case of Attorney Gen. v. Perkins, 73 Mich. 303, 41 N.W. 426. We there held that these acts did not apply to corporations whose periods of existence were, in the articles of association, limited to 30 years. On March 17, 1890, another of the duplicate articles of association of the Seneca Mining Company, executed under Act No. 129, Pub. Acts 1889, was presented to the secretary of state, with the request that he file and record the same, which he refused to do, for the reason that the original articles of association of the mining company provided for a corporate existence of 30 years, and that the amendment of 1889, authorizing an extension of the period of corporate existence of such corporation, is invalid. The Seneca Mining Company asks for a mandamus to compel the secretary of state to file and record their articles of association, whereby the corporate term of its existence is extended 30 years from March 23, 1890. A constitutional amendment was submitted to the electors at the April election of 1889, and was adopted by them as follows: "Art. 15, � 10. No corporation, except for municipal purposes, or for the construction of railroads, plank-roads, and canals, shall be created for a longer time than thirty years; but the legislature may provide, by general laws applicable to any corporation, for one or more extensions of the term of such corporation while such term is running, not exceeding thirty years, for such extension, on consent of not less than a two-thirds majority of the capital of the corporation, and by like general laws for the corporate reorganization, for the further period not exceeding thirty years, of such corporations whose terms have expired by limitations, on consent of not less than four-fifths of the capital. Provided, that in cases of corporations where there is no capital stock, the legislature may provide the manner in which such corporation may be organized." Without the authority conferred upon the legislature by this amendment to the constitution, the legislature would have no authority to authorize the extension of corporate existence of corporations such as this, as was held in Attorney Gen. v Perkins, supra. The important question which is therefore presented is, when did the amendment adopted by the electors in April, 1889, take effect as a part of the constitution? We must look to that instrument for a reply. Article 20 reads as follows: "Section 1. Any amendment or amendments to this constitution may be proposed in the senate or house of representatives. If the same shall be agreed to by two-thirds of the members elected to each house, such amendment or amendments shall be entered on the journals respectively with the yeas and nays taken thereon, and the same shall be submitted to the electors at the next spring or autumn election thereafter, as the legislature shall direct, and if a majority of the electors, qualified to vote for members of the legislature, voting thereon, shall ratify and approve such amendment or amendments, the same shall become part of the constitution. Sec. 2. At the general election to be held in the year one thousand eight hundred and sixty-six, and each sixteenth year thereafter, and also at such other times as the legislature may by law provide, the question of the general revision of the constitution shall be submitted to the electors qualified to vote for members of the legislature; and in case a majority of the electors so qualified, voting at such election, shall decide in favor of a convention for such purpose, the legislature, at the next session, shall provide by law for the election of such delegates to such convention. All the amendments shall take effect at the commencement of the year after their adoption." This is all there is in the constitution about amendments, and when they shall take effect. It is contended on the part of the respondent that the clause, "All the amendments shall take effect at the commencement of the year after their adoption," added to section 2, has reference solely to the amendments specified in section 1, and that section 2 has no reference to amendment or amendments of the constitution, but to the revision each sixteenth year, or to such as the legislature may by law provide, and from this it is contended that the amendment passed at the April...